R. Eugene Taylor
FIRST HORIZONAbout R. Eugene Taylor
Independent director of First Horizon Corporation (FHN) since 2023; director since 2017. Age 77. Former Vice Chairman of FHN (2017–2020) following FHN’s acquisition of Capital Bank Financial; previously Chairman & CEO of Capital Bank Financial (2009–2017) and spent 38 years at Bank of America culminating as Vice Chairman and President of Global Corporate & Investment Banking . Independent under NYSE standards; average board/committee attendance >96% with no incumbent director below 75% in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Horizon Corporation | Vice Chairman of the Board | 2017–2020 | Board leadership during post-merger integration |
| Capital Bank Financial Corp. | Chairman & CEO | 2009–2017 | Led growth and sale to FHN; banking franchise leadership |
| Bank of America Corporation | Vice Chairman; President, Global Corporate & Investment Banking | 38 years (through 2009) | Led global corporate & investment banking; large-firm risk and capital markets expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sonic Automotive, Inc. | Director | Since 2015 | Public company board service (current) |
| DHB Capital Corp. | Director | 2021–2022 | SPAC governance (prior) |
| Capital Bank Financial Corp. | Director | 2009–2017 | Public company governance (prior) |
| Capital Bank Corp. | Director | 2011–2012 | Banking board service (prior) |
| Green Bankshares, Inc. | Director | 2011–2012 | Banking board service (prior) |
| TIB Financial Corp. | Director | 2011–2012 | Banking board service (prior) |
Board Governance
- Committee memberships: Executive; Nominating & Corporate Governance (joined April 22, 2024); Risk .
- Independence: Affirmed independent by the Board under NYSE standards (all non-employee directors, including Taylor) .
- Attendance and engagement: Board met 4 times; committees met 45 times; average incumbent attendance >96%; executive sessions generally at each regular Board meeting .
- Board structure: Combined CEO/Chairman with independent Lead Director (Colin Reed); robust executive sessions and annual/triannual third-party evaluations .
- Retirement policy: Mandatory retirement age 72 for non-employee directors, waivable annually for up to three additional terms; waivers permitted case-by-case .
- Director time commitments: Limit of four public company boards including FHN; directors must pre-notify before accepting new roles .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 108,750 |
| Stock Awards (grant-date fair value) | 139,986 |
| Option Awards | — |
| Non-Equity Incentives | — |
| Change in Pension/Deferred Comp Earnings | — |
| All Other Compensation | — |
| Total | 248,736 |
Context on director pay structure and rates:
- Annual base retainer: $90,000 cash + $140,000 RSU; additional cash retainers: Lead Director $50,000; Audit Chair $40,000; other committee chair $35,000; non-chair service—Audit/Executive/Risk $15,000, Compensation/NCG/IT $10,000; only one additional retainer if serving on both Executive and Risk; directors may elect RSUs in lieu of cash .
Performance Compensation
- Directors do not receive performance-based pay; annual RSUs are service-vested (three-year vest) paid in shares .
- 2024 RSU vesting and outstanding equity:
- Vested in 2024: 6,955 units; value on vesting $107,872 .
- Unvested at 12/31/2024: 9,414 RSUs; year-end market value $189,598; scheduled to vest April 22, 2025 .
Other Directorships & Interlocks
- Current public board: Sonic Automotive, Inc. (since 2015) .
- No Compensation Committee interlocks reported for 2024; committee noted “no interlocking relationships” .
- FHN guidelines cap total public boards at four; Taylor’s disclosed roles are within this limit .
Expertise & Qualifications
- Banking/financial services industry leadership (Capital Bank; Bank of America); strategic planning; public company governance; risk management and compliance; information technology/cybersecurity and digital innovation/fintech; human capital; legal/regulatory; marketing/retail distribution .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (common shares) | 614,815 (<1% of class) |
| Unvested RSUs (12/31/2024) | 9,414; market value $189,598 |
| Options | None outstanding |
| Hedging/pledging | Hedging prohibited absent special approval; no pledging policy disclosure and no pledging reported . |
| Ownership/retention guidelines | All NEOs and directors must retain 50% of net after-tax shares from awards; retention rises to 75% if minimum ownership levels are not met; hedging prohibited . |
Governance Assessment
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Strengths
- Deep bank operating and capital markets experience; multi-committee service (Executive, Risk, NCG) aligns with risk oversight and governance needs .
- Independence affirmed; strong board processes (executive sessions; annual/third-party evaluations) and high attendance (>96%) support board effectiveness .
- Director compensation is standard market retainer mix with time-vested RSUs; no options, no tax gross-ups, clawbacks and anti-hedging policies bolster alignment .
-
Potential Watch Items
- RED FLAG: Age exceeds mandatory retirement threshold (72), requiring annual waiver; prolonged waivers may raise refreshment concerns despite recent board additions .
- External directorship at Sonic Automotive (customer-facing sector) warrants routine related-party review; FHN’s procedures require Audit Committee oversight of any related party transactions; none material beyond ordinary-course banking were disclosed .
- Combined CEO/Chairman persists; mitigated by strong Lead Director and executive sessions, but some investors prefer split roles .
-
Alignment
- Meaningful personal ownership (614,815 shares) and ongoing RSU retention requirements indicate skin-in-the-game; hedging prohibition enhances alignment .
-
Committee Effectiveness Signals
- Risk Committee complies with Fed requirements (independent chair; risk expertise) and receives quarterly CRO reports including AI/cybersecurity; can meet in executive session with key risk leaders, indicating robust oversight .
Overall, Taylor brings seasoned bank leadership to risk and governance committees with strong attendance and independence. Primary governance sensitivity is retirement-age waiver; otherwise policies (clawbacks, anti-hedging, ownership retention) and his ownership stake support investor alignment .